REGISTERED NUMBER: 11274657 (England and Wales)

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements

for the Year Ended 31 March 2026

for

Kelly Topco Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

Mr P G Busby

Mr J R Freeman

Ms R Roycroft

REGISTERED OFFICE:

1st Floor

Hilton House

Hilton Street

Manchester

M1 2EH

REGISTERED NUMBER:

11274657 (England and Wales)

AUDITORS:

Harts Limited

Chartered Accountants and Statutory Auditors

Westminster House

10 Westminster Road

Macclesfield

Cheshire

SK10 1BX

The directors present their strategic report of the company and the group for the year ended 31 March 2026.

The principal activity of Kelly Topco Limited is that of a holding company. The activity of the trading companies in the group remains that of business consultancy.

REVIEW OF BUSINESS

The structure of the group remained unchanged in the year with Kelly Topco Limited being the ultimate parent company of Kelly Midco Limited and Kelly Midco Limited being the parent company of Kelly Bidco Limited.

Kelly Bidco Limited remains the parent company of Grayce Group Limited and Grayce Group Limited being the parent company of Grayce Group Inc. Literacy Capital plc, a closed-end investment business, remains the majority shareholder of the group.

The Consolidated groups key performance indicators during the year were as follows:

31.03.26

Turnover £'000 : 21,758 (2025: 27,205)

Gross Profit % : 43.36 (2025: 43.36)

Net (loss) / Profit % : -3.10 (2025: 6.20)

PRINCIPAL RISKS AND UNCERTAINTIES

The group operates a Risk Register as its principal tool for monitoring and reporting risk. The register is prepared by a member of the Executive team and reviewed monthly. Input is sought from all areas of the business.

The register sets out details of the group's risks, the potential impact of each risk and the mitigating controls in place to reduce such impact. The Board formally reviews the Risk Register four times a year.

LEGISLATIVE RISKS

No material legislative risks have been identified.

FINANCIAL RISKS

The group remains financially strong, whilst continuing to invest for future growth.

EMPLOYEE CONSULTATION

The Company places considerable value on the involvement of its employees. Key company information, decisions, and strategy and performance updates are communicated on a regular basis through frequent CEO-led broadcasts and newsletters. Employees are encouraged to share views and suggestions through leadership-sponsored employee forums, and through Grayce's annual Employee Engagement survey, both of which inform Grayce's people strategy. Grayce's reverse mentoring scheme provides an additional opportunity for employees to engage with and educate leadership on a diverse range of perspectives.

DISABLED EMPLOYEES

The Company welcomes applications from people with disabilities and makes reasonable adjustments to the recruitment and selection process for those who are interested in working for the Company. In the event of employees becoming disabled, every effort is made to ensure that their employment with the Company continues and that the appropriate facilities and training are arranged. It is the policy of the Company that the training, career development and promotion of disabled persons must, as far as possible, be the same as that of other employees. Several Grayce managers are trained mental health first aiders and employees additionally have access to an external employee support programme.

ON BEHALF OF THE BOARD:

Mr J R Freeman - Director

7 August 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2026.

PRINCIPAL ACTIVITY

The principal activity of Kelly Topco Limited is that of a holding company. The activity of the trading companies in the group remain that of business consultancy.

DIVIDENDS

No dividends have been declared for the year ended 31 March 2026 (2025: nil).

DIRECTORS

Mr P G Busby has held office during the whole of the period from 1 April 2025 to the date of this report.

Other changes in directors holding office are as follows:

Mr P D Jezzard - resigned 9 April 2025

Mr J Hewitt - resigned 31 March 2026

Mrs C Wincott-Holder - resigned 24 November 2025

Mr J R Freeman - appointed 24 November 2025

Ms R Roycroft - appointed 22 September 2025

MATTERS COVERED IN THE STRATEGIC REPORT

As permitted by S414c(11) of Companies Act 2006, the director has elected to disclose information, required to be in the director's report by schedule 7 of the 'Large and Medium-sized Companies, and Groups (Accounts and Reports) Regulation 2008, in the Strategic report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Harts Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr J R Freeman - Director

7 August 2026

Opinion

We have audited the financial statements of Kelly Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2026 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most significant the Companies Act and employment law.

We understood how the Group is complying with those frameworks by making inquiries of management.

We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur by discussion with directors to understand where its considered there was a susceptibility to fraud. We considered the controls that the Group has established to address risks identified, or that otherwise prevent, deter and detect fraud.

To address the risk of fraud through management bias and override of controls, we performed analytical procedures to identify and unusual or unexpected relationships; investigated the rationale behind significant or unusual transactions; and tested journal entries to identify unusual transactions.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Material misstatement that arises due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations that could materially impact the financial statements. Taking into accounts our understanding of the Group, our procedures involved enquires of management and focussed testing as appropriate with consideration to risk assessment.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

David Taylor BFP FCA (Senior Statutory Auditor)

for and on behalf of Harts Limited

Chartered Accountants and Statutory Auditors

Westminster House

10 Westminster Road

Macclesfield

Cheshire

SK10 1BX

7 August 2026

TURNOVER

5

21,758,937

27,204,607

Cost of sales

(12,324,271

)

(15,408,028

)

GROSS PROFIT

9,434,666

11,796,579

Administrative expenses

(9,205,197

)

(9,080,531

)

OPERATING PROFIT

7

229,469

2,716,048

Interest receivable and similar income

9,043

-

238,512

2,716,048

Interest payable and similar expenses

9

(912,868

)

(1,029,840

)

(LOSS)/PROFIT BEFORE TAXATION

(674,356

)

1,686,208

Tax on (loss)/profit

10

29,045

(725,154

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(645,311

)

961,054

(Loss)/profit attributable to:

Owners of the parent

(645,311

)

961,054

(LOSS)/PROFIT FOR THE YEAR

(645,311

)

961,054

OTHER COMPREHENSIVE INCOME

Foreign currency retranslation reserves

1,923

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

1,923

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(643,388

)

961,054

Total comprehensive income attributable to:

Owners of the parent

(643,388

)

961,054

FIXED ASSETS

Intangible assets

12

1,705,411

2,540,256

Tangible assets

13

746

1,695

Investments

14

-

-

1,706,157

2,541,951

CURRENT ASSETS

Debtors

15

11,570,463

3,458,785

Cash at bank and in hand

481,184

1,476,061

12,051,647

4,934,846

CREDITORS

Amounts falling due within one year

16

(3,285,105

)

(3,896,711

)

NET CURRENT ASSETS

8,766,542

1,038,135

TOTAL ASSETS LESS CURRENT LIABILITIES

10,472,699

3,580,086

CREDITORS

Amounts falling due after more than one year

17

(16,914,215

)

(8,845,335

)

PROVISIONS FOR LIABILITIES

21

-

(8,888

)

NET LIABILITIES

(6,441,516

)

(5,274,137

)

CAPITAL AND RESERVES

Called up share capital

22

12,708

12,607

Share premium

23

115,952

115,044

Capital redemption reserve

23

177

177

Other reserves

23

(975,000

)

(450,000

)

Retained earnings

23

(5,595,353

)

(4,951,965

)

SHAREHOLDERS' FUNDS

(6,441,516

)

(5,274,137

)

The financial statements were approved by the Board of Directors and authorised for issue on 7 August 2026 and were signed on its behalf by:

Mr J R Freeman - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

1

1

1

1

CURRENT ASSETS

Debtors

15

5,895,027

5,526,812

CREDITORS

Amounts falling due within one year

16

(1,354,769

)

(453,000

)

NET CURRENT ASSETS

4,540,258

5,073,812

TOTAL ASSETS LESS CURRENT LIABILITIES

4,540,259

5,073,813

CREDITORS

Amounts falling due after more than one year

17

(4,904,280

)

(4,901,808

)

NET (LIABILITIES)/ASSETS

(364,021

)

172,005

CAPITAL AND RESERVES

Called up share capital

22

12,708

12,607

Share premium

23

115,952

115,044

Capital redemption reserve

23

177

177

Other reserves

23

(975,000

)

(450,000

)

Retained earnings

23

482,142

494,177

SHAREHOLDERS' FUNDS

(364,021

)

172,005

Company's loss for the financial year

(12,035

)

(3,250

)

The financial statements were approved by the Board of Directors and authorised for issue on 7 August 2026 and were signed on its behalf by:

Mr J R Freeman - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2024

11,766

(5,913,019

)

107,472

Changes in equity

Increase in share capital

841

-

7,572

Total comprehensive income

-

961,054

-

Balance at 31 March 2025

12,607

(4,951,965

)

115,044

Changes in equity

Increase in share capital

101

-

908

Total comprehensive income

-

(643,388

)

-

Balance at 31 March 2026

12,708

(5,595,353

)

115,952

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1 April 2024

177

-

(5,793,604

)

Changes in equity

Increase in share capital

-

-

8,413

Purchase of own shares

-

(450,000

)

(450,000

)

Total comprehensive income

-

-

961,054

Balance at 31 March 2025

177

(450,000

)

(5,274,137

)

Changes in equity

Increase in share capital

-

-

1,009

Purchase of own shares

-

(525,000

)

(525,000

)

Total comprehensive income

-

-

(643,388

)

Balance at 31 March 2026

177

(975,000

)

(6,441,516

)

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2024

11,766

497,427

107,472

Changes in equity

Increase in share capital

841

-

7,572

Total comprehensive income

-

(3,250

)

-

Balance at 31 March 2025

12,607

494,177

115,044

Changes in equity

Increase in share capital

101

-

908

Total comprehensive income

-

(12,035

)

-

Balance at 31 March 2026

12,708

482,142

115,952

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1 April 2024

177

-

616,842

Changes in equity

Increase in share capital

-

-

8,413

Purchase of own shares

-

(450,000

)

(450,000

)

Total comprehensive income

-

-

(3,250

)

Balance at 31 March 2025

177

(450,000

)

172,005

Changes in equity

Increase in share capital

-

-

1,009

Purchase of own shares

-

(525,000

)

(525,000

)

Total comprehensive income

-

-

(12,035

)

Balance at 31 March 2026

177

(975,000

)

(364,021

)

Cash flows from operating activities

Cash generated from operations

1

1,904,522

3,729,635

Interest paid

(912,868

)

(1,029,840

)

Tax paid

(454,543

)

(424,545

)

Net cash from operating activities

537,111

2,275,250

Cash flows from investing activities

Purchase of intangible fixed assets

(18,963

)

-

Purchase of tangible fixed assets

-

(1,888

)

Interest received

9,043

-

Net cash from investing activities

(9,920

)

(1,888

)

Cash flows from financing activities

New loans in year

750,000

1,500,000

Loan repayments in year

(1,750,000

)

(3,250,000

)

Share issue

101

8,413

Share buyback

(525,000

)

(450,000

)

Share premium

908

-

Foreign currency retranslation reserves

1,923

-

Net cash from financing activities

(1,522,068

)

(2,191,587

)

(Decrease)/increase in cash and cash equivalents

(994,877

)

81,775

Cash and cash equivalents at beginning of year

2

1,476,061

1,394,286

Cash and cash equivalents at end of year

2

481,184

1,476,061

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.3.26

31.3.25

£

£

(Loss)/profit before taxation

(674,356

)

1,686,208

Depreciation charges

854,757

1,153,551

Finance costs

912,868

1,029,840

Finance income

(9,043

)

-

1,084,226

3,869,599

(Increase)/decrease in trade and other debtors

(324,691

)

1,521,729

Increase/(decrease) in trade and other creditors

1,144,987

(1,661,693

)

Cash generated from operations

1,904,522

3,729,635

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2026

31.3.26

1.4.25

£

£

Cash and cash equivalents

481,184

1,476,061

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

1,476,061

1,394,286

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.4.25

Cash flow

At 31.3.26

£

£

£

Net cash

Cash at bank and in hand

1,476,061

(994,877

)

481,184

1,476,061

(994,877

)

481,184

Debt

Debts falling due within 1 year

(2,000,000

)

-

(2,000,000

)

Debts falling due after 1 year

(8,375,000

)

1,000,000

(7,375,000

)

(10,375,000

)

1,000,000

(9,375,000

)

Total

(8,898,939

)

5,123

(8,893,816

)

1.	STATUTORY INFORMATION

Kelly Topco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The Group’s financial statements consolidate those of the parent company and all of its subsidiaries as of 31 March 2026. All subsidiaries have a reporting date of 31 March.

All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests, if any, based on their respective ownership interests.

Related party exemption

The group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover

Turnover is recognised when the company obtains the right to consideration for consultancy services provided in the normal course of business and is shown net of VAT.

Turnover is recognised in the period in which the consultants have worked. Invoices are raised based on consultant's Statement of Work and any turnover for the period that is unbilled at the period end is accrued for accordingly.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2018, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of three years.